What changed in this filing

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Item 1. Financial Statements

2022-12-12 compared with 2022-09-14 · 380 added, 307 removed, 666 unchanged (51% of the section changed)

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2022

Condensed Consolidated Balance Sheets as of July 31, 2022 (unaudited) and January 31, 2022

Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from May 1, 2022 through July 31, 2022 and the Period from May 1, 2021 through July 31, 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 through July 31, 2022 and the Period from February 1, 2021 through July 31, 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2022 and 2021 (unaudited)

Condensed Consolidated Balance Sheets as of October 31, 2022 (unaudited) and January 31, 2022

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from August 1, 2022 through October 31, 2022 and the Period from August 1, 2021 through October 31, 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 through October 31, 2022 and the Period from February 1, 2021 through October 31, 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2022 and 2021 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

Consolidated Balance Sheets

July 31, 2022

October 31, 2022

January 31, 2022

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Promissory note – related party

Liability for Series B Preferred Shares to be issued, net

Series B Preferred Shares to be issued, net

Total current liabilities

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120,000 shares authorized;

23,400 issued as of July 31, 2022 and January 31, 2022, 0 and 0 shares outstanding as of July 31, 2022 and January 31, 2022

23,400 issued as of October 31, 2022 and January 31, 2022, 0 shares outstanding as of October 31, 2022 and January 31, 2022

Series B Preferred stock, $ 0.00001 par value;

200,000 shares authorized;

47,200 and 0 issued and outstanding as of October 31, 2022 and January 31, 2022

Preferred stock, $ 0.00001 par value;

4 unchanged sentences

250,000,000 shares authorized;

36,317,857 and 35,758,792 shares issued and outstanding as of July 31, 2022 and January 31, 2022

36,317,857 and 35,758,792 shares issued and outstanding as of October 31, 2022 and January 31, 2022

Additional paid in capital

9 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended

For the Six Months Ended

the Three Months Ended

the Nine Months Ended

Sales-net of slotting fees and discounts

4 unchanged sentences

Total operating expenses

Income (loss) from operations

Income from operations

Other income (expenses)

5 unchanged sentences

Net income (loss)

$ ( 743,246 )

$ ( 639,549 )

Class B preferred dividends

Net income (loss) available to common stockholders

Net income (loss) per common share

4 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

the Period from May 1, 2022 through July 31, 2022

the Period from August 1, 2022 through October 31, 2022

Preferred Stock

Treasury Stock

Stockholders’

Balance, May 1, 2022

Balance, August 1, 2022

$ ( 149,500 )

$ ( 12,968,379 )

Stock issued for the exercise of options

Stock options issued for services

Stock issued for the acquisition of equity investment in Chef Inspirational

Balance, July 31, 2022

Common stock issued for services

Issuance of Preferred B Shares, net of issuance costs

Series B Preferred dividend

Balance, October 31, 2022

$ ( 149,500 )

$ ( 11,882,852 )

the Period from May 1, 2021 through July 31, 2021

the Period from August 1, 2021 through October 31, 2021

Preferred Stock

1 unchanged sentence

Stockholders’

Balance, May 1, 2021

Balance, August 1, 2021

$ ( 149,500 )

$ ( 11,013,455 )

Common stock issued for services

Stock options issued for services

Stock options issued exercise of options

Balance, July 31, 2021

Stock issued for the exercise of options

Balance, October 31, 2021

$ ( 149,500 )

4 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

the Period from February 1, 2022 through July 31, 2022

the Period from February 1, 2022 through October 31, 2022

Preferred Stock

Treasury Stock

3 unchanged sentences

$ ( 12,328,830 )

Stock issued for the exercise of options

Stock options issued for services

Common stock issued for services

Stock issued for the exercise of options

Stock issued for the acquisition of equity investment in Chef Inspirational

Balance, July 31, 2022

Issuance of Preferred B Shares, net of issuance costs

Series B Preferred dividend

Balance, October 31, 2022

$ ( 149,500 )

$ ( 11,882,852 )

the Period from February 1, 2021 through July 31, 2021

the Period from February 1, 2021 through October 31, 2021

Preferred Stock

Treasury Stock

Stockholders’

February 1, 2021

options issued for services

options issued exercise of options

July 31, 2021

Balance, February 1, 2021

$ ( 149,500 )

$ ( 12,076,904 )

Common stock issued for services

Stock options issued for services

Stock issued for the exercise of options

Net income (loss)

Balance, October 31, 2021

$ ( 149,500 )

$ ( 11,018,910 )

MamaMancini’s

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Six Months Ended July 31,

For the Nine Months Ended October 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 639,549 )

Adjustments to reconcile net income to net cash provided by operating activities:

5 unchanged sentences

Income from equity method investment in Chef Inspirational

Paid in kind interest

Changes in operating assets and liabilities:

Accounts receivable

Accounts receivable - other

( 1,302,933 )

Prepaid expenses

7 unchanged sentences

Net Cash (Used in) Investing Activities

( 1,007,547 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds in advance of preferred stock offering

Proceeds from preferred stock offering

Payment of stock offering costs

Repayment of term loan

Borrowings of line of credit, net

Repayment of capital lease obligations

Repayment of finance lease obligations

Payment of Preferred B dividends

Proceeds from exercise of options

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Non-cash consideration paid in common stock for equity investment in Chef Inspirational

Preferred B accrued dividends

accompanying notes to the condensed consolidated financial statements

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The Company has a year-end of January 31.

Company is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf,

chicken parmesan and other similar meats and sauces.

In addition, the Company continues to diversify its product line by introducing

new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and frozen products.

Company’s products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all

The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical

preservatives and is minimally processed.

The Company’s customers are located throughout the United States, with large

concentrations in the Northeast and Southeast.

Company is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, sausage

& peppers, chicken parmesan and other similar meats and sauces.

In addition, the Company continues to diversify its product line

by introducing new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and frozen products.

The Company’s products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all

The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives

and is minimally processed.

The Company’s customers are located throughout the United States, with large concentrations in the

Northeast and Southeast.

December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific markets.

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to a limited number of large retail customers, primarily in pre-packaged containers.

June 28, 2022, the Company acquired a 24 %

minority interest in Chef Inspirational Foods, Inc.

(“CIF”), a leading developer, innovator, marketer and sales company

selling fresh and frozen prepared foods, for an investment of $ 1.2

million, at an implied enterprise value for CIF of $ 5

The investment consists of $ 500,000

in cash and $ 700,000

in the Company’s common stock.

The Company also was granted the option to purchase the remaining seventy-six percent ( 76 % )

interest in CIF within one year of June 28, 2022.

The option purchase price is an additional $ 3.8

million, of which $ 3.5

million would be paid in cash and $ 300,000

in common stock, which would be paid within a two-year period from June 28, 2022.

The acquisition of the interest in CIF is being accounted for under the equity method of accounting for investments.

The following presents the unaudited

results of operations for the period June 28, 2022 (acquisition date) through July 31, 2021 of CIF.

June 28, 2022, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

(“CIF”), a leading developer,

innovator, marketer and sales company selling fresh and frozen prepared foods, for an investment of $ 1.2 million, at an implied enterprise

value for CIF of $ 5 million.

The investment consists of $ 500,000 in cash and $ 700,000 in the Company’s common stock.

also was granted the option to purchase the remaining seventy-six percent ( 76 %) interest in CIF within one year of June 28, 2022.

option purchase price is an additional $ 3.8 million, of which $ 3.5 million would be paid in cash and $ 300,000 in common stock, which

would be paid within a two-year period from June 28, 2022.

The acquisition of the interest in CIF is being accounted for under the equity

method of accounting for investments.

following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through October 31, 2022 of CIF.

of Results of Operations

For the Period June 28, 2022 through July 31, 2021

For the Period

June 28, 2022

October 31, 2022

2 – Business Acquisitions

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December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original

principal amount of $ 7,500,000 payable in monthly instalments over a 60 -month amortization period.

The Maturity Date of the Loan is January

Interest is payable on the unpaid principal amount of the Loan at a variable rate per annum based on the Company’s Senior

Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with respect to the Borrower as of

the date of any advance under the Loan as follows:

principal amount of $ 7,500,000 payable in monthly installments over a 60 -month amortization period.

The Maturity Date of the Loan is

January 17, 2027 .

Interest is payable on the unpaid principal amount of the Loan at a variable rate per annum based on the Company’s

Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with respect to the Borrower

as of the date of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.00 but less than or

equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50 but less than or equal

to 2.00, 3.62 percentage points above one-day SOFR;

(i) greater than 2.25 but less than

or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50 but less than or

equal to 2.25, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR.

In all events set

forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be

deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor.

In all events

set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall

be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor .

of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB.

the three months ended July 31, 2022, T&L had revenue and a loss before taxes of approximately $ 10.6 million and $ 368,250 , respectively.

For the three months ended July 31, 2022, OB had revenue and a loss before taxes of approximately $ 1.6 million and $ 71,900 , respectively.

For the six months ended July 31, 2022, T&L had revenue and a loss before taxes of approximately $ 20.1 million and $ 33,300 , respectively.

For the six months ended July 31, 2022, OB had revenue and a loss before taxes of approximately $ 3.2 million and $ 48,200 , respectively.

These amounts are included in the condensed statements of operations for the three and six months ended July 31, 2022.

following presents the unaudited pro-forma combined results of operations for the three and six months ended July 31, 2021 of T&L

the three months ended October 31, 2022, T&L had revenue and net income before taxes of approximately $ 12.6 million and approximately

$ 1.7 million, respectively.

For the three months ended October 31, 2022, OB had revenue and net income before taxes of approximately

$ 1.8 million and approximately $ 257,100 , respectively.

For the nine months ended October 31, 2022, T&L had revenue and net income

before taxes of approximately $ 30.7 million and approximately $ 1.7 million respectively.

For the nine months ended October 31, 2022,

OB had revenue and net income before taxes of approximately $ 5.0 million and approximately $ 305,200 , respectively.

These amounts are

included in the condensed statements of operations for the three and nine months ended October 31, 2022.

following presents the unaudited pro-forma combined results of operations for the three and nine months ended October 31, 2021 of T&L

and OB with the Company as if the entities were combined on February 1, 2021.

of Pro-forma Combined Results of Operation

For the Three

July 31, 2021

October 31, 2021

Net income per share - basic

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of Consolidation

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the

reporting period(s).

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the

reporting periods.

All inter-company balances and transactions have been eliminated.

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Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

held no cash equivalents at July 31, 2022 and January 31, 2022.

held no cash equivalents at October 31, 2022 and January 31, 2022.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution.

The balance at times may exceed federally insured limits.

At July 31, 2022, the Company had approximately $ 1.3 million in cash balances

At October 31, 2022, the Company had approximately $ 2.8 million in cash balances

that exceed federally insured limits.

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on days outstanding, and amounts are written off when determined to be uncollectible by management.

As of July 31, 2022 and January 31,

2022, the reserve for uncollectible accounts was de minimis.

As of October 31, 2022 and January

31, 2022, the reserve for uncollectible accounts was $ 246,678 and $ 2,000 , respectively.

are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method.

Inventory was comprised

of the following at July 31, 2022 and January 31, 2022:

of the following at October 31, 2022 and January 31, 2022:

of Inventories

July 31, 2022

October 31, 2022

January 31, 2022

22 unchanged sentences

During the three and

six months ended July 31, 2022, the Company recorded amortization of $ 15,986 and $ 31,102 , respectively.

nine months ended October 31, 2022, the Company recorded amortization of $ 35,410 and $ 66,512 , respectively.

Additionally,

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to have a finite useful life, it is amortized prospectively over its estimated remaining useful life.

of July 31, 2022, there were no impairment losses recognized for goodwill.

of October 31, 2022, there were no impairment losses recognized for goodwill.

intangibles consist of trademarks, trade names and customer relationships.

4 unchanged sentences

Customer relationships

the three and six months ended July 31, 2022, the Company recognized amortization of $ 101,000 and $ 199,054 related to other intangible

the three and nine months ended October 31, 2022, the Company recognized amortization of $ 101,360 and $ 300,774 related to other intangible

assets, respectively.

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and development is expensed as incurred.

Research and development expenses for the three months ended July 31, 2022 and 2021 were $ 41,792

Research and development expenses for the three months ended October 31, 2022 and 2021 were

$ 24,432 and $ 33,866 , respectively.

Research and development expenses for the six months ended July 31, 2022 and 2021 were $ 68,327 and $ 53,977 ,

respectively.

Research and development expenses for the nine months ended October 31, 2022 and 2021 were $ 92,759

and $ 87,843 , respectively.

Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) .

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of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

For the Three Months Ended

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

Slotting, Discounts, Allowances

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Slotting, Discounts, Allowances

2 unchanged sentences

The following table disaggregates gross revenue by significant geographic area for the

three months ended July 31, 2022 and 2021:

three months ended October 31, 2022 and 2021:

of Disaggregates Gross Revenue by Significant Geographic Area

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

For the Three Months Ended

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

Total revenue

following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2022 and 2021:

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

following table disaggregates gross revenue by significant geographic area for the nine months ended October 31, 2022 and 2021:

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Total revenue

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Producing and communicating

advertising expenses for the three months ended July 31, 2022 and 2021 were $ 119,332 and $ 118,881 respectively.

advertising expenses for the three months ended October 31, 2022 and 2021 were $ 99,736 and $ 196,495 respectively.

Producing and communicating

advertising expenses for the six months ended July 31, 2022 and 2021 were $ 306,352 and $ 245,061 respectively.

advertising expenses for the nine months ended October 31, 2022 and 2021 were $ 400,655 and $ 441,556 , respectively.

Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation”

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to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

the three months ended July 31, 2022 and 2021, share-based compensation amounted to $ 12,333 and $ 285 , respectively.

the six months ended July 31, 2022 and 2021, share-based compensation amounted to $ 12,333 and $ 786 , respectively.

the six months ended July 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following

the three months ended October 31, 2022 and 2021, share-based compensation amounted to $ 23,626 and $ 19,681 , respectively.

the nine months ended October 31, 2022 and 2021, share-based compensation amounted to $ 35,959 and $ 20,467 , respectively.

the nine months ended October 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following

of Fair Value of Share-Based Payments

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

Risk-free interest rate

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of Earnings Per Share, Basic and Diluted

July 31, 2022

July 31, 2021

October 31, 2022

October 31, 2021

For the Three Months Ended

July 31, 2022

July 31, 2021

Net (loss) income attributable to common stockholders

$ ( 743,246 )

October 31, 2022

October 31, 2021

Net income (loss) attributable to common stockholders

Effect of dilutive securities:

Diluted net income

$ ( 743,246 )

Diluted net income (loss)

Weighted average common shares outstanding - basic

Dilutive securities (a):

Series A Preferred

Series B Preferred

Weighted average common shares outstanding and assumed conversion – diluted

Basic net (loss) income per common share

Diluted net (loss) income per common share

Basic net income (loss) per common share

Diluted net income (loss) per common share

(a) - Anti-dilutive securities excluded:

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

Net (loss) income attributable to common stockholders

$ ( 639,549 )

Series B Preferred shares

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Net income attributable to common stockholders

Effect of dilutive securities:

Diluted net income

$ ( 639,549 )

Weighted average common shares outstanding - basic

Dilutive securities (a):

Series A Preferred

Series B Preferred

Weighted average common shares outstanding and assumed conversion – diluted

Basic net (loss) income per common share

Diluted net income (loss) per common share

Basic net income per common share

Diluted net income per common share

(a) - Anti-dilutive securities excluded:

Series B Preferred shares

Anti-dilutive securities

taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes ”.

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and rates on the date of enactment.

As of July 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 636,581

As of October 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 350,895

and $ 448,501 , respectively, which is included in other long-term assets on the condensed consolidated balance sheets.

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evaluates the need for a valuation allowance related to the deferred tax asset.

Reclassification

amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

These reclassifications

had no effect on reported income, total assets, or stockholders’ equity as previously reported.

Accounting Pronouncements

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on the accompanying condensed consolidated financial statements.

Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure.

Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as

subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

4 - Property and Equipment :

and equipment on July 31, 2022 and January 31, 2022 are as follows:

and equipment on October 31, 2022 and January 31, 2022 are as follows:

Schedule of Property and Equipment

July 31, 2022

October 31, 2022

January 31, 2022

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Property and Equipment,

expense charged to income for the three months ended July 31, 2022 and 2021 amounted to $ 192,297 and $ 197,971 , respectively.

expense charged to income for the six months ended July 31, 2022 and 2021 amounted to $ 401,126 and $ 381,732 , respectively.

expense charged to income for the three months ended October 31, 2022 and 2021 amounted to $ 277,584 and $ 145,506 , respectively.

expense charged to income for the nine months ended October 31, 2022 and 2021 amounted to $ 678,710 and $ 572,238 , respectively.

5 – Intangibles, net

net consisted of the following at July 31, 2022:

net consisted of the following at October 31, 2022:

Schedule of Intangibles Assets

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Customer relationships

2 unchanged sentences

net consisted of the following at January 31, 2022:

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted Average Remaining

Customer relationships

Tradename and trademarks

expense for the three and six months ended July 31, 2022 was $ 116,986 and $ 230,156 , respectively.

expense for the three and nine months ended October 31, 2022 was $ 137,131 and $ 367,286 , respectively.

expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows:

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D’Agostino, a director of the Company, is an affiliate of WWS, Inc.

the three months ended July 31, 2022 and 2021, the Company recorded $ 12,000 in commission expense from WWS, Inc.

the three months ended October 31, 2022 and 2021, the Company recorded $ 12,000 in commission expense from WWS, Inc.

generated sales.

the six months ended July 31, 2022 and 2021, the Company recorded $ 24,000 in commission expense from WWS, Inc.

For the nine months ended October 31, 2022 and 2021, the Company recorded $ 36,000 in commission expense from WWS, Inc.

generated sales.

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one-half ( 3.5 %) per annum.

As of July 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest

As of October 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest

was $ 3,089,170 and $ 3,009,917 , respectively.

Interest expense related to this note was $ 27,237 and $ 53,356 for the three and six months

ended July 31, 2022, respectively.

As of July 31, 2022 and January 31, 2022, accrued interest was $ 63,273 and $ 9,917 , respectively.

Interest expense related to this note was $ 25,897 and $ 79,253 for the three and nine months

ended October 31, 2022, respectively.

As of October 31, 2022 and January 31, 2022, accrued interest was $ 89,170 and $ 9,917 , respectively.

– Related Party

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This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year

terms with rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial

terms with base rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial

The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset.

expense pursuant to the lease for the three and six months ended July 31, 2022 was $ 65,608 and $ 131,216 , respectively.

Chef Inspirational Foods,

As noted above in Note 1, the Company acquired a 24 %

minority interest in Chef Inspirational Foods, Inc.

During the three and six months ended July 31, 2022,

T&L recorded sales of $ 5,388,611

and $ 11,058,976

with CIF, respectively, of which $ 1,010,343

was outstanding and included in accounts receivable on the accompanying condensed consolidated balance sheets at July 31, 2022.

During the three and six months ended July 31, 2022, OB recorded commission expense of $ 72,206 and $ 147,557

based on its transactions with CIF, respectively, of which $ 55,792

was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets at

July 31, 2022.

expense pursuant to the lease for the three and nine months ended October 31, 2022 was $ 65,608 and $ 196,824 , respectively.

Inspirational Foods, Inc.

noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

three and nine months ended October 31, 2022, T&L recorded sales of $ 5,388,611 and $ 7,339,502 with CIF, respectively, of which $ 1,258,015

was outstanding and included in accounts receivable on the accompanying condensed consolidated balance sheets at October 31, 2022.

the three and nine months ended October 31, 2022, OB recorded commission expense of $ 75,465 and $ 80,565 based on its transactions with

CIF, respectively, of which $ 53,392 was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed

consolidated balance sheets at October 31, 2022.

Related Party Transactions

the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

the nine months ended October 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

price of $ 1.03 per share in exchange for 57,093 shares of common stock.

During the three and six months ended July 31, 2021, six employees

During the nine months ended October 31, 2021, six employees

exercised 200,000 options with an average exercise price of $ 0.81 in exchange for 148,061 shares of common stock.

7 - Loan and Security Agreement

January 4, 2019, the Company obtained a $ 3.5

million working capital line of credit with M&T Bank at LIBOR plus four points with a two -year

On January 29, 2020, the facility was amended to increase the total available balance to $ 4.0

million as well as extend the maturity date to June

On June 11, 2021, the line was amended to increase the available borrowings to $ 4.5

million and extended the maturity date to June

As part of the extension the Company incurred financing fees of $ 5,000 .

January 4, 2019, the Company obtained a $ 3.5 million working capital line of credit with M&T Bank at LIBOR plus four points with

a two-year expiration.

On January 29, 2020, the facility was amended to increase the total available balance to $ 4.0 million as well

as extend the maturity date to June 30, 2022 .

On June 11, 2021, the line was amended to increase the available borrowings to $ 4.5 million

and extended the maturity date to June 30, 2023 .

On October 26, 2022, the line was amended to increase the available borrowings to $ 5.5

million and extended the maturity date to June 30, 2024 , interest is payable on the unpaid principal amount of the Loan at a variable

rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank)

established with respect to the Borrower as of the date of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA ratio

(i) greater than 2.25 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50 but less than or equal to 2.25, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage

points above one-day SOFR.

In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time

be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor .

As part of the extension in June 2021 the Company incurred financing fees of

These fees are recorded as deferred financing fees and are included in prepaid expenses and other current assets on the balance

These fees are amortized over the remaining life of the line of credit.

As of July, 2022 and January 31, 2022, there were

unamortized fees of $ 2,917 and $ 3,542 ,

respectively.

The facility is supported by a first priority security interest in all of the Company’s business

assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s

Chairman of the Board, Carl Wolf.

The covenants were waived by the bank as of July 31, 2022 and January 31, 2022.

under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed

limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is

subject to an agreed dollar limitation).

As of October 31, 2022 and January 31, 2022, there were

unamortized fees of $ 2,917 and $ 3,542 , respectively.

The facility is supported by a first priority security interest in all of the Company’s

business assets and is further subject to various affirmative and negative financial covenants.

The Company was in compliance with the covenants as of October 31, 2022.

The covenants were waived

by the bank as of January 31, 2022.

Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable

(which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of

eligible inventory (which is subject to an agreed dollar limitation).

All advances under the line of credit are due upon maturity.

The outstanding balance

on the line of credit was $ 2,490,000

and $ 765,000

as of July 31, 2022 and January 31, 2022, respectively.

During the three months ended July 31, 2022 and 2021, the Company

incurred interest of $ 32,943

to M&T Bank for the line of credit agreement, respectively.

During the six months ended July 31, 2022 and 2021, the Company incurred interest of $ 49,053 and $ 0 to M&T Bank

for the line of credit agreement, respectively.

outstanding balance on the line of credit was $ 990,000 and $ 765,000 as of October 31, 2022 and January 31, 2022, respectively.

the three months ended October 31, 2022 and 2021, the Company incurred interest of $ 33,760 and $ 0 to M&T Bank for the line of credit

agreement, respectively.

During the nine months ended October 31, 2022 and 2021, the Company incurred interest of $ 79,732 and $ 0 to M&T

Bank for the line of credit agreement, respectively.

discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount

of $ 7,500,000 payable in monthly installments over a 60 -month amortization period (the “Acquisition Note”).

Date of the Acquisition Note is January 17, 2027 .

Interest is payable on the unpaid Principal Amount of the Acquisition Note at a variable

rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and

Bank) established with respect to the Borrower as of the date of any advance under the Acquisition Note as follows:

if the Senior Funded

Debt/EBITDA ratio is:

(i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight)

SOFR (as defined);

(ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or

less, 3.12 percentage points above one-day SOFR.

In all events set forth at subsections (i) through (iii) in the preceding sentence,

if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to

the SOFR Index Floor.

The Company recorded a debt discount of $ 58,750 in relation to the debt.

For the three and six months ended July

31, 2022, the Company recorded $ 3,015 and $ 6,030 in accretion of the debt discount, respectively.

As of July 31, 2022, the outstanding

balance and unamortized discount of the Acquisition Note was $ 6,982,759 and $ 51,741 , respectively.

As of January 31, 2022, the outstanding

balance and unamortized discount of the Acquisition Note was $ 7,500,000 and $ 57,771 , respectively.

During the three and six months ended

July 31, 2022, the Company incurred interest of $ 73,484 and $ 148,606 for the Acquisition Note, respectively.

of $ 7,500,000 payable

in monthly installments over a 60 -month

amortization period (the “Acquisition Note”).

The Maturity Date of the Acquisition Note is January

Interest is payable on the unpaid Principal Amount of the Acquisition Note at a variable rate per annum based on

the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with

respect to the Borrower as of the date of any advance under the Acquisition Note as follows:

if the Senior Funded Debt/EBITDA ratio

greater than 2.00 but less than or equal to 2.25, 3.87 percentage point(s) above one-day (i.e., overnight) applicable Variable Loan

Rate (as defined in the agreement);

(ii) greater than 1.50 but less than or equal to 2.25, 3.37 percentage points above Variable Loan Rate;

or (iii) 1.50

or less, 2.87 percentage points above applicable Variable Loan Rate.

In all events set forth at subsections (i) through (iii) in the preceding

sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.00% and the foregoing margins shall be

applied to the Variable Loan Rates.

The Company recorded a debt discount of $ 58,750

in relation to the debt.

For the three and nine months ended October 31, 2022, the Company recorded $ 3,015

in accretion of the debt discount, respectively.

As of October 31, 2022, the outstanding balance and unamortized discount of the

Acquisition Note was $ 6,594,828

and $ 48,726 ,

respectively.

As of January 31, 2022, the outstanding balance and unamortized discount of the Acquisition Note was $ 7,500,000

and $ 57,771 ,

respectively.

During the three and nine months ended October 31, 2022, the Company incurred interest of $ 114,408

and $ 233,572

for the Acquisition Note, respectively.

8 - Concentrations

the three months ended July 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

the three months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

of Concentration of Revenue

the Three Months Ended

the six months ended July 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

the Six Months Ended

For the Three Months

* % - Not a customer

during the period

- These amounts are sales from Chef Inspiration Foods, a related party.

* - Not a significant

customer during the period

of July 31, 2022, these three customers represented approximately 15 %, 7 % and 1 % of total gross outstanding receivables, respectively.

As of July 31, 2021, these three customers represented approximately 40 %, 24 % and 9 % of total gross outstanding receivables, respectively.

the three months ended October 31, 2022, the largest 3 customers represent 28 %, 13 % and 8 % totaling 49 % of gross sales with the largest

5 customers representing 61 % of gross sales in the same period.

For the three months ended October 31, 2021, the three largest customers

represented 29 %, 23 % and 13 % totaling 65 % of gross sales.

the nine months ended October 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

* % - Not a customer

during the period

- These amounts are sales from Chef Inspiration Foods, a related party.

the nine months ended October 31, 2022, the largest 3 customers represent 26 %, 13 % and 10 % of gross sales with the largest 5 customers

representing 62 % of gross sales in the same period.

For the nine months ended October 31, 2021, the three largest customers represented

31 %, 22 % and 11 % totaling 64 % of gross sales.

of October 31, 2022, five customers represented approximately 18 %, 13 %, 13 %, 4 % and 6 % totaling 54 % of total gross outstanding receivables,

respectively.

As of October 31, 2021, these three customers represented approximately 26 %, 17 % and 14 % of total gross outstanding receivables,

respectively.

9 - Stockholders’ Equity

Company has designated 200,000 shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred.

of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount

of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred

Stock if such shares had been converted to common stock immediately prior to such liquidation.

of the Series B Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 %).

the Series B Preferred Stock shall have no voting rights.

Each share of Series B Preferred Stock shall be convertible, at the option

of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

three and nine months ended October 31, 2022, the Company declared dividends of $ 12,413 , of which the Company paid $ 11,313 .

September 13, 2022, the Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising

gross proceeds of $ 1,180,000 .

the nine months ended October 31, 2022, the Company awarded the CEO a grant of 147,059 restricted stock units (“RSUs”) with

a grant date fair value of $ 200,000 .

The RSUs will be expensed over the requisite service period.

The terms of the RSUs include vesting

provisions based solely on continued service.

If the service criteria are satisfied, the RSUs will vest during September 2023, September

2024, September 2025 and September 2026.

As of October 31, 2022, there were 147,059 unvested shares.

the three and nine months ended October 31, 2022 , the

Company recognized share-based compensation related to restricted stock units of an aggregate of $ 7,671 and

unrecognized share-based compensation of $ 192,329 .

following is a summary of the Company’s restricted stock units activity:

of Restricted Stock Option Activity

Weighted Average

Exercise Price

Unvested – February 1, 2022

Outstanding – October 31, 2022

the three and nine months ended October 31, 2021, the Company recognized share-based compensation related to restricted stock units of

an aggregate of $ 18,933 .

following is a summary of the Company’s option activity:

2 unchanged sentences

Exercise Price

Outstanding – January 31, 2022

Exercisable – January 31, 2022

Outstanding – July 31, 2022

Exercisable – July 31, 2022

Outstanding – February 1, 2022

Exercisable – February 1, 2022

Outstanding – October 31, 2022

Exercisable – October 31, 2022

Summary of Option Outstanding and Exercisable

Contractual Life

July 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 478,140 .

the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

Options Outstanding

Options Exercisable

Exercise Price

$ 0.39 – 1.48

October 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 257,379 .

the nine months ended October 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

price of $ 1.00 per share in exchange for 57,093 shares of common stock.

the six months ended July 31, 2021, six employees exercised a total of 152,000

options at an average exercise price of $ 0.72

per share for aggregate proceeds of $ 19,080

in exchange for 121,310 shares of common stock.

the six months ended July 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of $ 12,333

and $ 786 , respectively.

At July 31, 2022, there was unrecognized share-based compensation of $ 167,741 .

the nine months ended October 31, 2021, seven employees exercised a total of 200,000 options at an average exercise price of $ 0.81 per

share for aggregate proceeds of $ 19,080 in exchange for 148,061 shares of common stock.

the three months ended October 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate

of $ 15,955 and $ 748 , respectively, which is included in general and administrative expenses on the accompanying condensed consolidated

statements of operations.

For the nine months ended October 31, 2022 and 2021, the Company recognized share-based compensation related

to options of an aggregate of $ 28,288 and $ 1,534 , respectively, which is included in general and administrative expenses on the accompanying

condensed consolidated statements of operations.

At October 31, 2022, there was unrecognized share-based compensation of $ 144,115 .

conjunction with the Series B Preferred offering, the placement agent received one warrant for every $ 100 invested.

The fair value of

the warrants as of grant date was $ 16,520 and was valued using a Black-Scholes option pricing model using the following assumptions:

of Warrants Fair Value Assumption

September 13,

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

following is a summary of the Company’s warrant activity:

of Warrants Activity

Weighted Average

Exercise Price

Outstanding – February 1, 2022

Exercisable – February 1, 2022

Outstanding – October 31, 2022

Exercisable – October 31, 2022

of Warrants Outstanding and Exercisable

October 31, 2022, the total intrinsic value of warrants outstanding and exercisable was $ 0 .

10 - Commitments and Contingencies

10 unchanged sentences

oven, additional expenses to clean plant and lost material and packaging.

During the six months ended April 30, 2021, the Company received

$ 67,426 relating to business interruption insurance which was recorded as a component of costs of sales on the condensed consolidated

During the nine months ended October 31, 2021, the Company

received $ 152,850 relating to business interruption insurance which was recorded as a component of costs of sales on the condensed consolidated

statements of income.

3 unchanged sentences

and roof totaling $ 47,669 .

No additional proceeds were received or costs incurred during the six months ended July 31, 2022.

No additional proceeds were received or costs incurred during the nine months ended October 31, 2022.

Claims and Assessments

32 unchanged sentences

10 th and thereafter

Company incurred $ 124,940 and $ 143,540 of royalty expenses for the three months ended July 31, 2022 and 2021, respectively.

incurred $ 274,975 and $ 291,976 of royalty expenses for the six months ended July 31, 2022 and 2021, respectively.

Royalty expenses are

included in general and administrative expenses on the condensed consolidated statements of operations.

Company incurred $ 116,912 and $ 99,457 of royalty expenses for the three months ended October 31, 2022 and 2021, respectively.

incurred $ 391,887 and $ 391,433 of royalty expenses for the nine months ended October 31, 2022 and 2021, respectively.

Royalty expenses

are included in general and administrative expenses on the condensed consolidated statements of operations.

with Placement Agents and Finders

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC

(“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory

Agreement, if the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the

Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such

Upon consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322

pursuant to the advisory agreement.

Based on this agreement with Spartan, as of July 31, 2022, the Company owed $ 36,000 to Spartan upon the consummation

of CIF purchase.

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”)

effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if the Company enters

into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee

equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

Upon consummation of the

acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322 pursuant to the advisory agreement.

Based on this agreement

with Spartan, during the nine months ended October 31, 2022, the Company paid Spartan $ 36,000 upon the consummation of CIF purchase.

Financial Services.

14 unchanged sentences

B Preferred Shares to be Issued

July 2022, the Company received net proceeds of $ 515,000 from accredited investors pursuant to the above Offering which has yet to close

and the shares have yet to be issued.

October 2022, the Company received net proceeds of $ 185,000 from accredited investors pursuant to the above Offering which has yet to

close and the shares have yet to be issued.

The funds received are to be used for working capital purposes.

The outstanding amount as of July

31, 2022 was $ 515,000 and is shown as “Liability for Series B Preferred Shares to be issued, net” on the accompanying condensed

consolidated balance sheets.

The outstanding amount as

of October 31, 2022 was $ 185,000 and is shown as “Liability for Series B Preferred Shares to be issued, net” on the accompanying

condensed consolidated balance sheets.

On November 17, 2022, the Company held a final closing of

its offering of Series B Preferred Stock, wherein it sold an additional 7,400 shares of Series B Preferred Stock for gross proceeds of

of Chief Executive Officer

10 unchanged sentences

and profit-sharing units which will vest as defined in the employment agreement.

Appointment of Chief Financial Officer

On September 12, 2022,

the Board approved the appointment of Mr.

Gruber as the Company’s Chief Financial Officer, effective as of September

of Chief Financial Officer

September 12, 2022, the Board approved the appointment of Mr.

Gruber as the Company’s Chief Financial Officer, effective

as of September 12, 2022.

As compensation for his services, the Company shall pay Mr.

Gruber an annual base salary of $ 250,000 for a 5-year period ending

September 11, 2027.

Gruber an annual base salary of $ 250,000 for a

5-year period ending September 11, 2027.

In addition to his base salary, Mr.

Gruber is eligible for an annual bonus and equity awards.

These equity awards

include performance stock units which will vest as defined in the employment agreement.

These equity awards include performance stock units which will vest as defined in the employment agreement.

11 – Income Taxes

Company’s effective tax rate for the three and six months ending July 31, 2022 is 21.53 % and 21.44 %, respectively.

Company’s effective tax rate for the three and nine months ending October 31, 2022 is 21.8 % and 22.4 %, respectively.

with statutory rate primarily relate to state taxes.

13 unchanged sentences

considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this

There was no valuation allowance as of July 31, 2022 or January 31, 2022.

There was no valuation allowance as of October 31, 2022 or January 31, 2022.

Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s

14 unchanged sentences

12 – Subsequent Events

Series B Preferred

The Company has designated

200,000 shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred.

The holders of the Series B Preferred

Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other

property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had

been converted to common stock immediately prior to such liquidation.

Holders of the Series B Preferred

Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 % ).

Holders of the Series B Preferred Stock

shall have no voting rights.

Each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of

common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

On September 13, 2022, the

Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising gross proceeds of $ 1,180,000 .

November 17, 2022, the Company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400

shares of Series B Preferred Stock for gross proceeds of $ 185,000 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements